UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-Q/A

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1996
                                       OR

[ ]   TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d)
      OF THE SECURITIES EXCHANGE ACT OF 1934


          For the transition period from ____________ to _____________
          
                          Commission File No. 0 - 20660
                             COMPUTER CONCEPTS CORP.
             (Exact name of registrant as specified in its charter)


                   Delaware                      11-2895590
       (State or other jurisdiction of        (I.R.S. Employer
       incorporation or organization)         Identification  No.)


       80 Orville Drive, Bohemia, N.Y.              11716
   (Address of principal executive offices)      (Zip Code)


Registrant s telephone number, including area code    (516) 244-1500


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                  Yes  [X]           No [  ]

The number of shares of $.0001 par value stock outstanding as of 
November 1, 1996 was: 83,061,313


<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                                      INDEX


PART I -  FINANCIAL INFORMATION                               Page

  Condensed Consolidated Balance Sheets
  as of September 30, 1996 and December 31, 1995                1

  Condensed Consolidated Statements of Operations
  For the Three and Nine Months Ended September 30, 1996 
  and 1995                                                      2

  Condensed Consolidated Statements of Cash Flows
  For the Nine Months ended September 30, 1996 and 1995         3

  Notes to Condensed Consolidated Financial Statements          4 - 10

  Management s Discussion and Analysis of Financial
  Condition and Results of Operations                           11 - 13


PART II - OTHER INFORMATION

  Item 1. Legal Proceedings                                     14
  Item 2. Changes in Securities                                 14
  Item 3. Defaults Upon Senior Securities                       14
  Item 4. Submission of Matters to a Vote of Security Holders   14
  Item 5. Other Information                                     14
  Item 6. Exhibits and Reports on Form 8-K                      14
  Signatures                                                    15

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                 as of September 30, 1996 and December 31, 1995
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                   September 30,       
                                      ASSETS                                          1996        December 31,
                                                                                   (Unaudited)        1995
                                                                                  --------------- ------------  
<S>                                                                                   <C>         <C>
CURRENT ASSETS:
  Cash and cash equivalents .......................................................   $  6,919    $    579
  Accounts receivable, net of allowance for doubtful accounts of $475 and
       $539 in 1996 and 1995,  respectively .......................................      5,930       4,475
  Advances to  officers ...........................................................        570         385
  Inventories .....................................................................         76         123
  Prepaid expenses and other current assets .......................................      1,182         431
                                                                                         -----         ---
              Total current assets ................................................     14,677       5,993

INSTALLMENT ACCOUNTS RECEIVABLE, due after one year ...............................      1,789         -

PROPERTY AND EQUIPMENT, net .......................................................      1,572       1,579

SOFTWARE COSTS,  net (including $450  held for sale at December 31, 1995) .........      1,742       2,950

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED, net of
  accumulated amortization  of $2,082  and $1,369 in 1996 and 1995, respectively ..      5,038       5,425

OTHER ASSETS ......................................................................        447         134
                                                                                           ---         ---
                                                                                      $ 25,265    $ 16,081
                                                                                      ========    ========
               LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses ..........................................   $  4,557    $  4,047
   Current portion of long- term debt .............................................        381         359
   Deferred revenues ..............................................................      6,045       4,585
                                                                                         -----       -----
               Total current liabilities ..........................................     10,983       8,991

DEFERRED REVENUES .................................................................      2,202         281

LONG-TERM DEBT ....................................................................      2,695         800

COMMON STOCK SUBJECT TO REDEMPTION ................................................      3,000       4,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Common stock, $.0001 par value; 150,000,000 shares authorized; 75,942,000 shares
              in 1996 and 57,475,000 shares in 1995 issued and outstanding ........          8           6
   Additional paid-in capital .....................................................     68,864      52,406
   Accumulated deficit ............................................................    (62,487)    (50,403)
                                                                                       -------     ------- 
              Total shareholders' equity ..........................................      6,385       2,009
                                                                                         -----       -----
                                                                                      $ 25,265    $ 16,081
                                                                                      ========    ========
            See Notes to Condensed Consolidated Financial Statements.
</TABLE>

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

          For the Three Months and Nine Months Ended September 30, (in
                 thousands, except per share data)

<TABLE>
<CAPTION>
                                             Three Months Ended       Nine Months Ended
                                                September 30,           September 30,
                                            -------------------      -------------------   

                                              1996        1995        1996        1995
                                              ----        ----        ----        ----         
<S>                                          <C>         <C>         <C>         <C>     
REVENUES:
Software licenses and support .........      $  4,313    $  4,320    $ 12,144    $ 12,038


COSTS AND EXPENSES:
  Cost of revenues and technical support...     1,354       1,997       3,971       5,453
  Research and development ................       328         310       1,004         903
  Sales and marketing .....................     2,539       1,971       6,913       6,932
  General and administrative ..............     1,621       1,951       5,115       6,232
  Amortization and depreciation ...........       798         989       2,340       2,909
  Reduction in carrying value of software 
     costs held for sale                          -         2,097         -         2,097
  Unusual charges .........................       -           438       2,075       1,077
                                                -----         ---       -----       -----
                                                6,640       9,753      21,418      25,603
                                                -----       -----      ------      ------

NET LOSS FROM OPERATIONS ..................    (2,327)     (5,433)     (9,274)    (13,565)
                                               ------      ------      ------     ------- 

OTHER INCOME/(EXPENSE):
   Interest charge pertaining to the discount
     on convertible debentures ...........       (630)        -        (2,810)        -
                                               ------      ------       ------    -------      

NET LOSS .................................   $ (2,957)   $ (5,433)   $(12,084)   $(13,565)
                                             ========    ========    ========    ======== 


NET LOSS PER SHARE .......................   $  (0.04)   $  (0.10)   $  (0.18)   $  (0.28)
                                             ========    ========    ========    ======== 

WEIGHTED  AVERAGE  COMMON SHARES  
     OUTSTANDING .........................     73,982      55,954      66,052      48,502
                                               ======      ======      ======      ======


            See Notes to Condensed Consolidated Financial Statements.
</TABLE>

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                     For the Nine Months Ended September 30,
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                     1996        1995
                                                                                     ----        ----
<S>                                                                                <C>         <C>      
OPERATING ACTIVITIES:
Net loss .......................................................................   $(12,084)   $(13,565)
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization:
          Software costs .......................................................      1,090       1,429
          Property and equipment ...............................................        531         514
          Excess of cost over fair value of net assets acquired ................        712         985
          Reduction in carrying value of software costs held for sale ..........        -         2,097
          Other ................................................................          7         -
     Common stock issued for services ..........................................        787       1,664
     Non-cash interest charge for discount on convertible debt .................      2,810         -
     Non-cash unusual charges ..................................................      2,000         995
Changes in operating assets and liabilities:
     Accounts receivable .......................................................     (1,455)        311
     Installment accounts receivable, due after one year .......................     (1,789)        -
     Inventories ...............................................................         47         114
     Prepaid expenses and other current assets .................................       (658)         42
     Other assets ..............................................................       (313)         26
     Deferred revenue ..........................................................      3,381         (90)
    Accounts payable and other accrued expenses ................................        599        (513)
                                                                                        ---        ---- 
                              Net cash used in operating activities ............     (4,335)     (5,991)
                                                                                     ------      ------ 
INVESTING ACTIVITIES:
     Capital expenditures ......................................................       (533)       (538)
     Additional consideration for Softworks acquisition ........................       (368)       (247)
     Proceeds from the sale of technology ......................................        350         -
     Capitalization of software development costs ..............................       (332)       (584)
     Net change in advances to officers ........................................       (185)       (164)
                                                                                       ----        ---- 
                            Net cash used in investing activities ..............     (1,068)     (1,533)
                                                                                     ------      ------ 
FINANCING ACTIVITIES:
    Net proceeds from sales of common stock, options  and convertible debentures     11,976       8,461
    Other loans payable ........................................................        -            55
    Net change in long term debt ...............................................       (233)        -
                                                                                       ----          
                            Net cash provided by financing activities ..........     14,553       8,516
                                                                                     ------       -----
INCREASE  IN CASH AND CASH EQUIVALENTS .........................................      6,340         992
CASH AND CASH EQUIVALENTS, beginning of period .................................        579         501
                                                                                        ---         ---
CASH AND CASH EQUIVALENTS, end of period .......................................   $ 6,919     $  1,493
                                                                                   ========    ========

       See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1996 and 1995

1.     INTERIM  FINANCIAL INFORMATION

The  condensed  consolidated  balance  sheet as of September  30, 1996,  and the
condensed  consolidated  statements of operations  for the three and nine months
ended  September  30, 1996,  and 1995,  and cash flows for the nine months ended
September 30, 1996, and 1995,  have been prepared by the Company  without audit.
These interim financial  statements include all adjustments,  consisting only of
normal  recurring  accruals,  which  management  considers  necessary for a fair
presentation of the financial  statements for the above periods.  The results of
operations  for the three and nine months  ended  September  30,  1996,  are not
necessarily  indicative  of results that may be expected  for any other  interim
periods or for the full year.

These condensed  consolidated financial statements should be read in conjunction
with the consolidated  financial statements and notes thereto for the year ended
December 31, 1995.  The  accounting  policies  used in preparing  the  condensed
consolidated  financial  statements are consistent  with those  described in the
December 31, 1995, consolidated financial statements.

2.     BUSINESS MATTERS AND LIQUIDITY

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access tools for use in personal  computer and client/server  environments,  and
systems management software products for corporate mainframe data centers.

The Company has incurred  consolidated  net losses of  $2,957,000  for the three
months ended September 30, 1996, $12,084,000 for the nine months ended September
30, 1996, and cumulative net losses of $62,487,000  through  September 30, 1996.
As of  September  30,  1996,  the  Company's  current  assets  exceeded  current
liabilities by $3,694,000.  Approximately $853,000 of accounts payable were past
due. The Company is not  experiencing  difficulty in obtaining trade credit with
customary terms from its vendors.  The Company  recorded as an unusual charge in
the March 31, 1996, condensed consolidated financial statements,  $2,075,000 for
a settlement of a class action suit,  wherein  $2,000,000 worth of the Company's
common stock was placed in escrow and $75,000 was paid in cash.  See Note 5.d to
the  condensed  consolidated  financial  statements.  Further,  the  Company has
recorded a non-cash charge for discount on convertible debentures of $2,810,000.
See Note 4.b to the condensed consolidated financial statements. During the nine
month period ended  September  30, 1996,  net cash used in operating  activities
totaled   $4,335,000,   consisting   primarily  of  an  operating  net  loss  of
$12,084,000,  net of  depreciation  and  amortization  of  $2,340,000,  non cash
unusual  charges of  $2,000,000,  common  stock issued for services of $787,000,
non-cash  interest  charge for the  amortization  of the discount on convertible
debentures of $2,810,000 and a net change  (reduction)  in operating  assets and
liabilities of $188,000.  In addition,  net cash used in investing activities of
$1,068,000  consisted  primarily of software  development costs,  $332,000,  the
purchase  of  fixed  assets,  $533,000,  and  additional  consideration  paid in
connection  with  the  Softworks,  Inc.  acquisition,  $368,000,  offset  by the
proceeds from the sale of software technology, $350,000.

The Company does not maintain a credit facility with any financial  institution.
The uses of cash,  referred to above,  have been essentially  funded through the
issuance of the Company's common stock, the sale of convertible  debentures,  as
well as cash generated from  Softworks,  Inc.  Although the Company's  liquidity
position  at  September   30,  1996,   has  been   adversely   affected  by  the
aforementioned factors, equity placements during the nine months then ended have
mitigated these factors.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1996 and 1995

2.     BUSINESS MATTERS AND LIQUIDITY (Continued)

During the nine months ended  September 30, 1996,  net proceeds from the sale of
common stock and options were  $1,996,000.  In  addition,  the Company  received
approximately  $9,980,000  (net  of  commissions  and  fees)  from  the  sale of
convertible  debentures.  See Note 4b to the  condensed  consolidated  financial
statements.

The Company believes that these cash infusions  (coupled with anticipated future
cash  infusions)  will enable it to adequately  maintain its operations at least
through  September 30, 1997. At November 14, 1996, the Company had cash and cash
equivalents  of  approximately  $6,068,000  (unaudited).   Ultimately,  however,
positive  cash flows from  operations  will be necessary in order to curtail the
Company's reliance on equity placements.

To achieve  positive cash flows from  operations,  management  initiated  during
1995,  a  series  of cost  saving  measures,  some of  which  include,  wherever
possible,  reductions in staffing,  advertising,  the use of outside consultants
and marketing costs. The Company has continued these measures in 1996.  Further,
the Company has substantially  closed down its DBopen product line. During 1995,
the Company  significantly  curtailed the Superbase  operations,  and, in April,
1996,  ceased Superbase  operations by selling off this  technology.  During the
quarter ended  September 30, 1996,  the Company  announced that it had signed an
agreement with the Availability Services branch of IBM, wherein they will market
the Company's  d.b.Express  product line.  This  agreement  does not contain any
sales commitments.

Management's plans continue to be centered on the successful exploitation of the
Company's  d.b.Express  product.  To date,  revenues  from  current  versions of
d.b.Express  have been  insignificant.  Management  expects that future revenues
will support the carrying value of the capitalized  software  development  costs
related to  d.b.Express of $684,000 at September 30, 1996.  Management  believes
that the successful  implementation  of the cost saving measures and the planned
exploitation of its d.b.Express technology will eventually enable the Company to
achieve  positive  cash  flows from  operations.  The  long-term  success of the
Company,  under its existing  business  plan,  is dependent  upon the  Company's
ability to generate material d.b.Express sales revenues.

The  Company  has  signed a Letter  of  Intent  to sell one of its  wholly-owned
subsidiaries,  Maplinx,  Inc. ("Maplinx").  Financial information  pertaining to
this  wholly-owned  subsidiary as of and for the nine months ended September 30,
1996, and as of and for the year ended December 31, 1995, is summarized below:

<TABLE>
<CAPTION>

                                September 30, 1996  December 31, 1995
                                ------------------  -----------------
<S>                                  <C>               <C>     
Current  Assets:                     $373,000          $831,000
Total Assets:                         971,000         1,520,000
Current Liabilities:                1,444,000           949,000
Total Liabilities:                  1,451,000           963,000
Net Assets (Liabilities):            (480,000)          557,000
Net  Revenues:                      1,315,000         3,780,000
Net Loss:                           1,038,000           508,000

</TABLE>

There can be no assurances that the Company will be successful in its attempt to
sell this wholly-owned subsidiary.
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1996 and 1995

2. BUSINESS MATTERS AND LIQUIDITY (Continued)

In connection with the 1993  acquisition of Softworks,  Inc.  ("Softworks")  the
Company  is  required  to  make  additional  contingent  purchase  consideration
payments to two of Softworks'  former  shareholders  based upon certain  product
revenues for the years 1995 through 1998,  up to a maximum of  $1,000,000  each,
for an aggregate maximum of $2,000,000.  Through September 30, 1996, the Company
incurred a  liability  of  $736,000,  (of which  $659,000  has been paid) to the
non-employee  former   shareholders,   which  has  been  treated  as  additional
consideration in connection with the acquisition and,  accordingly,  included in
the  excess  of cost  over  the  fair  value of net  assets  acquired,  as these
individuals did not continue in the employment of the Company  subsequent to the
acquisition. No other contingent payments have been made under the terms of this
agreement.  In June,  1994, the Company  completed the purchase of the Superbase
product  technology and certain  related assets from Software  Publishing  Corp.
("SPC") in exchange for  2,031,175  shares of the  Company's  restricted  stock,
valued  at  approximately  $4,000,000,  and  $75,000  in cash.  SPC  received  a
valuation  guarantee  for the stock  issued,  and will be permitted to sell such
stock in an orderly  manner over a twelve month period  following  registration,
which was  originally  required to be completed  before  December 31, 1994.  The
agreement  provided that should such registration  statement not be effective by
December 31, 1994,  SPC, at its option,  could require the Company to repurchase
the shares issued for the amount of the valuation guarantee.

On January 19, 1995,  SPC and the Company  entered  into an extension  agreement
whereby the Company was given an extension to file the registration statement to
February 15, 1995. In exchange for that extension, the Company agreed to pay SPC
$560,000  (the  "Penalty  Amount"),  payable  $300,000 in cash in three  monthly
installments,  and $260,000 in additional shares of Company common stock.  These
additional shares also have a valuation guarantee.  As a result of the Company's
failure to meet the December 31, 1994,  registration  statement filing deadline,
the Company recorded the Penalty Amount as an unusual charge in the December 31,
1994,  consolidated  statement  of  operations.  As of September  30, 1996,  the
Company has paid  $100,000 of the required  $300,000  cash penalty  amount.  The
remaining  balance of $200,000 was paid  subsequent to September  30, 1996.  The
extension  agreement  included a provision  that if the Company did not meet the
February 15, 1995 deadline,  and the  registration  was not completed by May 31,
1995,  SPC would be entitled to either of the following (at SPC's  option):  (i)
the payment of an additional  penalty payment equal to $638,400  payable equally
in cash and  Company  common  stock,  or (ii) the  repurchase  of the  shares as
provided  for in the  agreement.  The  Company  did not  meet  the May 31,  1995
requirement.  The  Company  recorded  an  additional  penalty of  $638,400 as an
unusual charge in the 1995 consolidated  statement of operations.  In June, 1996
SPC  initiated  the sale of a portion  of its  shares  pursuant  to the Rule 144
provisions of the Securities Act of 1933 and, further,  exercised its option for
the penalty payment of $638,400. The penalty payment of $638,000 payable equally
in cash and Company  common  stock was  satisfied by the Company  subsequent  to
September 30, 1996.

The  remaining  stock  issued to SPC is presently  included in the  accompanying
September 30, 1996 balance sheet as "Common Stock Subject To Redemption"  and is
classified as debt. However,  based upon the elections made by SPC, coupled with
the final  settlement  of all of the above  matters  between the Company and SPC
subsequent to September 30, 1996, any remaining  amount will be reclassified and
reported as equity in future filings.

The  Company is a  defendant  in several  lawsuits  and class  action  claims as
described in Note 5d. Based on consultation with legal counsel,  the Company and
its officers believe that meritorious  defenses exist regarding the lawsuits and
claims, and they are vigorously  defending against the allegations.  The Company
is unable to predict  the  ultimate  outcome of the  claims,  which could have a
material  adverse effect on the consolidated  financial  position and results of
operations of the Company.  Accordingly,  except as expressly  discussed herein,
the financial  statements do not reflect any adjustments  that might result from
the ultimate outcome of these litigation matters.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1996 and 1995

3.     RECLASSIFICATIONS

Certain  reclassifications  have been made to the 1995  financial  statements to
conform to the 1996 presentation.


4.     SHAREHOLDERS' EQUITY

a.     Authorized Common Shares

On March 20, 1996, the  shareholders of the Company  approved an increase in the
number of authorized common shares from 60,000,000 to 150,000,000 shares.

b. Sales of Common Stock, convertible debentures and proceeds from stock options

During the nine month period ended  September 30, 1996, the Company  consummated
sales of restricted  common stock under various  private  placement  agreements.
Proceeds  raised  from  these  sales  aggregated  $1,733,000,  net  of  offering
commissions and expenses of approximately  $297,000. A total of 1,015,000 shares
were sold at a price of $2.00 per share.  Additionally,  approximately  $263,000
was raised through the exercise of stock  options.  During the nine month period
ended  September 30, 1996, the Company raised  approximately  $9,980,000 (net of
commissions  and  expenses  of  $1,320,000)  through  the  sale of  subordinated
convertible debentures. Such debentures, which aggregate to the principal amount
of $11,300,000,  had maturity dates ranging from April, 1997 to March, 1998, and
are convertible,  at the option of the holder,  commencing 45 days from the date
of issue,  into the restricted  common stock of the Company at conversion  rates
ranging from 67.5% to 75.0% of the prices of the  Company's  common stock during
various defined  periods.  In connection with this discount,  SEC Staff comments
and  consistent  with SEC observer  comments at the  Emerging  Issues Task Force
meeting on March 13, 1997 related to this topic, the Company recorded a deferred
discount of $2,810,000 upon the receipt of the funds. This deferred discount was
amortized  over the  periods  commencing  on the date the  security  was  issued
through the date they first became  eligible to convert,  and  accordingly,  the
Company  recorded a non-cash  interest  charge  related to these  securities  of
$2,810,000.

As of the  initial  date  of the  filing  of this  report,  November  15,  1996,
$10,800,000  of the  convertible  debentures  had converted into an aggregate of
14,706,597 shares of the Company's common stock and has, accordingly,  increased
the Company's shareholders' equity by an equal amount.

c.     Stock Option Plans

On March 20, 1996, the Company's  shareholders  approved the  termination of the
1993 Stock Option Plan (the "Employees' Plan"), the 1993 Directors, Officers and
Consultants  Stock  Option Plan (the "DOC  Plan"),  and the 1993 Prior  Services
Stock Option Plan (the "Prior Services Plan") and the adoption of the 1995 Stock
Incentive Plan (the "1995 Incentive Plan").  Further, the Company's shareholders
also  approved the Outside  Director  Stock Option Plan (the  "Director  Plan").
Directors  of the Company  who are not  full-time  employees  of the Company are
eligible to participate in the Director Plan.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1996 and 1995

5.     COMMITMENTS AND CONTINGENCIES

a.     Contingent Consideration

In connection with the 1993 acquisition of Softworks, the Company is required to
make additional  payments to two of Softworks' former  shareholders,  based upon
certain  product  revenues for the years 1995 through  1998,  up to an aggregate
maximum of $2,000,000.  $659,000,  treated for accounting purposes as additional
consideration, has been paid thus far through September 30, 1996.


b.     Employment Agreements

The Company has entered  into  various  employment  agreements  with certain key
employees for base compensation  aggregating $690,000 per year. These agreements
expire at various times in 1996 and 1997 and would be automatically  renewed for
succeeding terms of one year unless the Company, or the employee,  gives written
notice.

c.     Registration Statements/Restricted Securities

The  Company  has used  restricted  common  stock for the  purchase  of  certain
companies  and has sold  restricted  common  stock  in  private  placements.  At
September 30, 1996, 14,362,000 shares of restricted common stock were issued and
outstanding,  exclusive  of  shares  which  may be  issued  in  connection  with
acquisition related valuation guarantees or stock related valuation  guarantees.
See Part II Item 5.

d.     Legal Matters

The previously  disclosed  settlement of a class action claim [Nicholas Cosmas v
Computer  Concepts Corp., et al; United States District Court,  Eastern District
of New York] was approved by the Court on September 12, 1996. The Company posted
a charge to earnings in the first  quarter of 1996 of $2,075,000 to reflect this
settlement.

In July, 1995, the Company received notice of an action alleging the Company had
not used its best efforts to register warrants to purchase 500,000 shares of the
Company's  common  stock  within 30 days  from  written  notice to the  Company,
pursuant to a financial consulting agreement. The Company has maintained that it
has always used its best efforts to cause the  registration of those warrants to
occur.   However,  to  avoid  the  expense  and  resolve  the  uncertainties  of
litigation,  the matter was originally  settled by including 385,000 warrants in
the  Company's  pending  registration  statement,  with the  balance  of 115,000
warrants being canceled. As the pending registration  statement became effective
on August 9, 1996, the Company believes this matter has been resolved,  however,
the  Company  is  unable  to  predict  the  ultimate  outcome  of this suit and,
accordingly,   no  adjustment  has  been  made  in  the  consolidated  financial
statements for any potential losses.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
         For the Three and Nine Months Ended September 30, 1996 and 1995

5.     COMMITMENTS AND CONTINGENCIES (continued)

In July, 1995, the Company and certain officers received  notification that they
have been named as defendants in a class action claim in regard to announcements
and statements regarding the Company's business and products.  During August and
September,  1995, four additional,  substantially identical, class action claims
were made. In November,  1995, the five  complaints were  consolidated  into one
action.  Plaintiffs have moved to certify a Class Action and the Company has not
opposed the motion.  No damages have been specified in any of these class action
claims.  Based on consultation with legal counsel,  the Company and its officers
believe  that  meritorious  defenses  exist  regarding  the  claims and they are
vigorously  defending against the allegations.  The Company is unable to predict
the ultimate outcome of these claims, which could have a material adverse impact
on the consolidated financial position and results of operations of the Company,
and accordingly, no adjustment has been made for any potential losses.

On June 11, 1996, the Company  received  notice of entry of a default  judgement
against it for $1,500,000 and specific performance to effect the registration of
common  stock held by Merit  Technology,  Inc. in a matter which the Company had
not been served or received notice of (In Re: Merit  Technology,  Inc.,  Debtor,
U.S.

Bankruptcy Court,  Eastern District of Texas). The Company timely filed a motion
to set aside the default  judgement based on the lack of service and meritorious
defenses and is vigorously defending the matter. On August 13, 1996, the default
judgement  was set aside by the Court.  The  Company  is unable to  predict  the
ultimate outcome of these claims,  which could have a material adverse impact on
the  consolidated  financial  position and results of operations of the Company,
and accordingly, no adjustment has been made for any potential losses.


<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    For the Three and Nine Months Ended September 30, 1996 and 1995

Results of Operations
---------------------
Three and Nine Months Ended September 30, 1996 Compared with September 30, 1995
-------------------------------------------------------------------------------

Revenues for the quarter ended  September 30, 1996, were  $4,313,000,  virtually
the same as the  comparable  period in 1995,  while revenues for the nine months
ended  September  30, 1996 of  $12,144,000  were $106,000 or 1.0% over the prior
year.  For the quarter  ended  September  30, 1996,  net  revenues  increased at
Softworks by $943,000 while decreasing at Maplinx by $693,000 as compared to the
quarter ended  September  30, 1995.  Year to date  increases of  $2,674,000  and
$73,000  at  Softworks  and  Computer  Concepts  respectively,  were  offset  by
decreases of  $1,741,000  and $491,000 at Maplinx and  Superbase,  (which ceased
operations in April, 1996 ) respectively.  The increase in revenues at Softworks
is due primarily to the release of new products and expanded sales and marketing
efforts.  The decrease at Maplinx is principally due in large part to a delay in
the release of its new products. The closure of certain subsidiaries and product
lines accounted for an additional loss of revenues of approximately $409,000.

The cost of revenues and technical support decreased  $643,000 to $1,354,000 for
the quarter ended  September  30, 1996, as compared to $1,997,000  for the prior
year quarter and by $1,482,000 to $3,971,000 for the nine months ended September
30, 1996,  from  $5,453,000 for the prior year nine month period.  The principal
factors for these decreases include the elimination of certain  subsidiaries and
product lines, as well as various reductions in overhead.

Research and  development  costs  increased  $18,000 to $328,000 for the quarter
ended September 30, 1996 from $310,000 for the prior year quarter, and increased
$101,000 to  $1,004,000  for the nine months  ended  September  30,  1996,  from
$903,000 for the prior year nine month  period.  Substantially  all  development
activities were devoted to further develop current product technologies.

Sales and marketing  expenses increased  approximately  $568,000 for the quarter
ended  September  30, 1996,  to $2,539,000  from  $1,971,000  for the prior year
primarily as a result of increased efforts to market d.b.Express . However,  for
the nine month period ended September 30, 1996, expenses decreased when compared
to the nine months ended September 30, 1995 by $19,000.  The cumulative decrease
is primarily a result of the  elimination  of certain  subsidiaries  and product
lines.

General and administrative  costs decreased $330,000 to $1,621,000 for the three
months ended  September 30, 1996,  when  compared to $1,951,000  for the quarter
ended  September 30, 1995,  and by $1,117,000 to $5,115,000  for the nine months
ended  September  30,1996  from  $6,232,000  for the  nine  month  period  ended
September 30, 1995. The principal  factor  contributing to the decrease has been
the elimination of certain subsidiaries and product lines.

See  Notes  2 and 5d to the  condensed  consolidated  financial  statements  for
discussions  relating to unusual  charges  incurred during the nine months ended
September 30, 1996.

See Note 4.b to the condensed  consolidated  financial statements for discussion
relating to the non-cash  interest charge of $2,810,000 for the  amortization of
the discount on convertible debentures.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         For the Three and Nine Months Ended September 30, 1996 and 1995

Financial Condition and Liquidity
---------------------------------
The Company has incurred  consolidated  net losses of  $2,957,000  for the three
months ended September 30, 1996, $12,084,000 for the nine months ended September
30, 1996, and cumulative net losses of $62,487,000  through  September 30, 1996.
As of  September  30,  1996,  the  Company's  current  assets  exceeded  current
liabilities by $3,694,000.  Approximately $853,000 of accounts payable were past
due. The Company is not  experiencing  difficulty in obtaining trade credit with
customary terms from its vendors.  The Company  recorded as an unusual charge in
the March 31, 1996, condensed consolidated financial statements,  $2,075,000 for
a settlement of a class action suit,  wherein  $2,000,000 worth of the Company's
common stock was placed in escrow and $75,000 was paid in cash.  See Note 5.d to
the  condensed  consolidated  financial  statements.  Further,  the  Company has
recorded a non-cash charge for discount on convertible debentures of $2,810,000.
See Note 4.b to the condensed consolidated financial statements. During the nine
month period ended  September  30, 1996,  net cash used in operating  activities
totaled   $4,335,000,   consisting   primarily  of  an  operating  net  loss  of
$12,084,000,  net of  depreciation  and  amortization  of  $2,340,000,  non cash
unusual  charges of  $2,000,000,  common  stock issued for services of $787,000,
non-cash  interest  charge for the  amortization  of the discount on convertible
debentures of $2,810,000 and a net change  (reduction)  in operating  assets and
liabilities of $188,000.  In addition,  net cash used in investing activities of
$1,068,000  consisted  primarily of software  development costs,  $332,000,  the
purchase  of  fixed  assets,  $533,000,  and  additional  consideration  paid in
connection  with  the  Softworks,  Inc.  acquisition,  $368,000,  offset  by the
proceeds from the sale of software technology, $350,000.

The Company does not maintain a credit facility with any financial  institution.
The uses of cash,  referred to above,  have been essentially  funded through the
issuance of the Company's common stock, the sale of convertible  debentures,  as
well as cash generated from  Softworks,  Inc.  Although the Company's  liquidity
position  at  September   30,  1996,   has  been   adversely   affected  by  the
aforementioned factors, equity placements during the nine months then ended have
mitigated these factors.

During the nine months ended  September 30, 1996,  net proceeds from the sale of
common stock and options were  $1,996,000.  In  addition,  the Company  received
approximately  $9,980,000  (net  of  commissions  and  fees)  from  the  sale of
convertible  debentures.  See Note 4b to the  condensed  consolidated  financial
statements.

The Company believes that these cash infusions  (coupled with anticipated future
cash  infusions)  will enable it to adequately  maintain its operations at least
through  September 30, 1997. At November 14, 1996, the Company had cash and cash
equivalents  of  approximately  $6,068,000  (unaudited).   Ultimately,  however,
positive  cash flows from  operations  will be necessary in order to curtail the
Company's reliance on equity placements.

To achieve  positive cash flows from  operations,  management  initiated  during
1995,  a  series  of cost  saving  measures,  some of  which  include,  wherever
possible,  reductions in staffing,  advertising,  the use of outside consultants
and marketing costs. The Company has continued these measures in 1996.  Further,
the Company has substantially  closed down its DBopen product line. During 1995,
the Company  significantly  curtailed the Superbase  operations,  and, in April,
1996, ceased Superbase operations by selling off this technology.

During the quarter ended  September 30, 1996, the Company  announced that it had
signed an agreement with the  Availability  Services branch of IBM, wherein they
will market the Company's  d.b.Express  product line.  This  agreement  does not
contain any sales commitments.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         For the Three and Nine Months Ended Septeber 30, 1996 and 1995

Financial Condition and Liquidity (Continued)
---------------------------------

Management's plans continue to be centered on the successful exploitation of the
Company's  d.b.Express  product.  To date,  revenues  from  current  versions of
d.b.Express  from such agreements have been  insignificant.  Management  expects
that future revenues will support the carrying value of the capitalized software
development  costs  related to  d.b.Express  of $684,000 at September  30, 1996.
Management  believes  that the  successful  implementation  of the  cost  saving
measures  and  the  planned  exploitation  of its  d.b.Express  technology  will
eventually  enable the Company to achieve  positive cash flows from  operations.
The  long-term  success of the Company,  under its existing  business  plan,  is
dependent  upon the Company's  ability to generate  material  d.b.Express  sales
revenues.

Softworks  sells  perpetual and fixed term licenses for its mainframe  products,
for which extended  payment terms of three to five years may be offered.  In the
case of extended term payment agreements, the customer is contractually bound to
equal and  annual  fixed  payments.  The first  year of post  contract  customer
support (PCS) is bundled with standard license agreements.  In cases of extended
term  license  agreements,  PCS is bundled for the length of the  payment  term.
Thereafter,  in both  instances,  the customer may  purchase  PCS  annually.  At
September 30, 1996, the amount of such future  receivables  extending beyond one
year was  approximately  $1,789,000,  and is  included in  installment  accounts
receivable-due after one year and deferred revenues.

During April,  1996,  the Company  signed an agreement to sell the technology of
its Superbase  subsidiary  for $450,000,  with $200,000 paid at closing and five
monthly   payments  of  $50,000,   commencing   June  10,  1996.  Such  proceeds
approximated the carrying value of the software costs. Certain liabilities as of
the closing remain the responsibility of the subsidiary.



<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

         For the Three and Nine Months Ended September 30, 1996 and 1995


Item 1.  Legal Proceedings

 See Note 5d to the Condensed Consolidated Financial Statements.

Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5.  Other Information

A registration  statement  covering  30,830,325  shares of the Company's  common
stock  (16,524,776  outstanding  shares  and  14,305,549  shares  issuable  upon
exercise of  outstanding  options or  warrants)  was  declared  effective by the
Securities  and  Exchange  Commission  on August 9,  1996.  As the  registration
statement covers securities previously issued by the Company, the sale of shares
by selling stockholders covered by the registration statement will not result in
proceeds to the Company.  The Company may receive  proceeds from the exercise of
outstanding  options  or  warrants,  when and if such  options or  warrants  are
exercised,  which may result in receipt  by the  Company of up to  approximately
$26,000,000,  however,  there  is no  assurance  all or any  of the  options  or
warrants will ever be exercised.

Item 6. Exhibits and Reports on Form 8-K 

Not applicable.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

         For the Three and Nine Months Ended September 30, 1996 and 1995


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, there unto duly authorized.

COMPUTER CONCEPTS CORP.

/s/ Daniel DelGiorno, Sr.
Daniel DelGiorno Sr.       Chief Executive Officer,      May 15, 1997 
                           Director


/s/ George Aronson
George Aronson             Chief Financial Officer       May 15, 1997